thomson medical group limited · 2019. 4. 19. · 4th quarter ended 31 december 12 months ended 31...

THOMSON MEDICAL GROUP LIMITED(Incorporated in the Republic of Singapore)

(Company Registration No: 199908381D)

(the “Company”)

Unaudited 4th Quarter Financial Statement Announcement For The Financial Period Ended 31 December 2018

PART I -

1(a)

1 (a)(i) CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL PERIOD ENDED 31 DECEMBER 2018

Restated1

Restated1

2018 2017 Change 2018 2017 Change

$'000 $'000 % $'000 $'000 %

Healthcare - Continuing operations

Revenue 56,146 52,343 7 215,610 200,579 7

Other income 1,276 1,760 (28) 6,126 7,643 (20)

Inventories and consumables (11,569) (10,598) 9 (44,657) (40,425) 10

Staff costs (16,032) (15,156) 6 (60,330) (57,522) 5

Depreciation and amortisation (2,904) (2,657) 9 (11,528) (10,379) 11

Other operating expenses (18,883) (21,453) (12) (68,038) (65,242) 4

Results from operating activities 8,034 4,239 90 37,183 34,654 7

Finance income 778 722 8 3,031 2,691 13

Finance costs (5,814) (2,613) NM (18,173) (9,890) 84

Net finance costs (5,036) (1,891) NM (15,142) (7,199) NM

Profit before tax from continuing operations 2,998 2,348 28 22,041 27,455 (20)

Income tax expense (2,198) (2,404) (9) (7,341) (6,331) 16

Profit/(loss) from continuing operations, net of tax 800 (56) NM 14,700 21,124 (30)

Real Estate - Discontinued operation2

Loss from discontinued operation, net of tax (5,105) (37,794) (86) (10,640) (40,421) (74)

(Loss)/profit for the period (4,305) (37,850) (89) 4,060 (19,297) NM

Attributable to:

Owners of the Company

(Loss)/profit from continuing operations, net of tax (138) (1,253) (89) 10,843 16,269 (33)

Loss from discontinued operation, net of tax (4,324) (36,455) (88) (8,682) (38,602) (78)

(4,462) (37,708) (88) 2,161 (22,333) NM

Non-controlling interests

Profit from continuing operations, net of tax 938 1,196 (22) 3,857 4,854 (21)

Loss from discontinued operation, net of tax (781) (1,338) (42) (1,958) (1,818) 8

157 (142) NM 1,899 3,036 (37)

Healthcare - Continuing operations

EBITDA 10,938 6,896 59 48,711 45,033 8

Adjusted EBITDA3 12,972 13,493 (4) 51,723 51,673 0

NM – Not meaningful

2 Discontinued operation relates to Real Estate Business, as explained in Note 5

3 Adjusted for one-off transactions and non-recurring costs

Profit/(loss) for the period attributable to

non-controlling interests

INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2 & Q3), HALF YEAR AND FULL YEAR

ANNOUNCEMENTS

An income statement and statement of comprehensive income, or a statement of comprehensive

income, for the group, together with a comparative statement for the corresponding period of the

immediately preceding financial year.

Group Group

12 months ended 31 December4th quarter ended 31 December

1 The comparative figures have been re-presented to report separately profit or loss items for continuing and discontinued operations, and on

the acquisition of Sasteria Pte Ltd and its subsidiaries, as explained in Note 5

(Loss)/profit for the period attributable to owners

of the company

1

Thomson Medical Group Limited

1(a)

1 (a)(ii) OTHER INFORMATION - HEALTHCARE - CONTINUING OPERATIONS

Restated1

Restated1

2018 2017 Change 2018 2017 Change

$'000 $'000 % $'000 $'000 %

Other expenses

Rental expenses (1,562) (1,268) 23 (6,052) (5,031) 20

Transaction costs on corporate exercise - (6,597) NM (328) (6,640) (95)

(Loss)/gain on disposal of property, plant and equipment (27) (12) NM (153) 16 NM

Property, plant and equipment written off - - NM (13) - NM

(48) (69) (30) 23 (415) NM

Impairment loss on development and investment properties (1,984) - NM (1,984) - NM

Foreign exchange loss, net (186) (4) NM (286) (24) NM

Income tax expenses

Under provision of prior year tax - - NM 3 - NM


Group

4th quarter ended 31 December 12 months ended 31 December





the acquisition of Sasteria Pte Ltd, as explained in Note 5

Group

(Allowance for)/reversal of expected credit losses on trade

debts, net

2


1(a)

1 (a)(iii) STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL PERIOD ENDED 31 DECEMBER 2018

Restated1

Restated1

2018 2017 Change 2018 2017 Change

$'000 $'000 % $'000 $'000 %

(Loss)/profit for the period (4,305) (37,850) (89) 4,060 (19,297) NM

Other comprehensive income:

(92) - NM (878) - NM

(92) - NM (878) - NM

(1,568) 12,660 NM (308) 12,949 NM

- 503 NM - (101) NM

- 143 NM - 143 NM

(1,568) 13,306 NM (308) 12,991 NM

(1,660) 13,306 NM (1,186) 12,991 NM

Total comprehensive income for the period (5,965) (24,544) (76) 2,874 (6,306) NM

Attributable to:

Owners of the Company (6,065) (27,446) (78) 806 (12,224) NM

Non-controlling interests 100 2,902 (97) 2,068 5,918 (65)

Total comprehensive income for the period (5,965) (24,544) (76) 2,874 (6,306) NM

Attributable to:

Owners of the Company

(2,906) 9,452 NM 7,991 27,085 (70)

(3,159) (36,898) (91) (7,185) (39,309) (82)

(6,065) (27,446) (78) 806 (12,224) NM


Net change in fair value of available-for-sale financial assets

reclassified to profit or loss


the acquisition of Sasteria Pte Ltd, as explained in Note 5

Total comprehensive income from discontinued

operation, net of tax


Total comprehensive income from continuing

operations, net of tax

Items that will not be reclassified to profit or loss

Items that may be reclassified

subsequently to profit or loss




Foreign currency translation


Total comprehensive income for the period

attributable to owners of the Company

Other comprehensive income for the period,

net of tax

Net change in fair value of equity instruments at

fair value through other comprehensive income

Group Group

3


1(b) (i)

STATEMENT OF FINANCIAL POSITION

Restated1

As at

31 Dec 2018

As at

31 Dec 2017

As at

31 Dec 2018

As at

31 Dec 2017

$'000 $'000 $'000 $'000

ASSETS

Non-current assets

Property, plant and equipment 345,784 400,743 399 123

Goodwill and intangible assets 489,130 547,688 - -

Investment property 150,606 151,612 - -

Investment in subsidiaries - - 2,382,099 463,781

Investment in associates - 27,321 - -

Other investments - 1,940 - -

Deferred tax assets - 532 - -

985,520 1,129,836 2,382,498 463,904

Current assets

Development property 142,916 143,152 - -

Contract assets - 32,422 - -

Inventories 5,540 5,175 - -

Amounts due from subsidiaries-non-trade - - 242,059 2,732

Trade and other receivables 22,939 57,301 529 1,811

Cash and short-term deposits 121,745 140,991 6,141 5,881

293,140 379,041 248,729 10,424

Assets of disposal group classified

as held for distribution2 210,406 - - -

503,546 379,041 248,729 10,424

TOTAL ASSETS 1,489,066 1,508,877 2,631,227 474,328

EQUITY AND LIABILITIES

Current liabilities

Contract liabilities - 5,617 - -

Trade and other payables 43,645 73,916 1,839 5,707

Amounts due to the ultimate controlling shareholder 9,811 437,391 9,811 -

Income tax payable 8,316 8,622 - -

Purchase consideration payable - 800 - -

Interest-bearing loans and borrowings 236,636 100,120 129,569 99,906

298,408 626,466 141,219 105,613

57,603 - - -

356,011 626,466 141,219 105,613

Net current assets/(liabilities) 147,535 (247,425) 107,510 (95,189)

Non-current liabilities

Deferred tax liabilities 6,960 11,510 - 20

Purchase consideration payable - 12,842 - -

Interest-bearing loans and borrowings 341,665 121,102 - -

Provisions 297 194 - -

348,922 145,648 - 20

TOTAL LIABILITIES 704,933 772,114 141,219 105,633

NET ASSETS 784,133 736,763 2,490,008 368,695

Equity attributable to owners of the Company

Share capital 2,772,209 788,267 2,772,209 788,267

Accumulated losses (97,499) (99,660) (282,201) (419,572)

Other reserves (1,959,396) (67,471) - -

Reserve of disposal group classified

as held for distribution2 (1,276) - - -

714,038 621,136 2,490,008 368,695

Non-controlling interests 70,095 115,627 - -

TOTAL EQUITY 784,133 736,763 2,490,008 368,695

TOTAL EQUITY AND LIABILITIES 1,489,066 1,508,877 2,631,227 474,328

1 Restated upon the acquisition of Sasteria Pte Ltd, as explained in Note 5

2 Discontinued operation relates to Real Estate Business, as explained in Note 5

A statement of financial position (for the issuer and group), together with a comparative statement as

at the end of the immediately preceding financial year.

Liabilities directly associated with

disposal group classified as held for distribution2

Group Company

4


1(b) (ii) Aggregate amount of the group’s borrowings and debt securities.

Group

Amount repayable in one year or less, or on demand:

Secured Unsecured Secured Unsecured

$'000 $'000 $'000 $'000

Bank Loans 236,628 - 207 -

Medium Term Notes - - - 99,906

Obligations under finance lease 8 - 7 -

Amount repayable after one year:

Secured Unsecured Secured Unsecured

$'000 $'000 $'000 $'000

Bank Loans 341,664 - 121,093 -

Obligations under finance lease 1 - 9 -

Medium Term Notes ("MTN")

Details of Collateral

The bank loans are secured by a charge over certain shares and warrants of the subsidiaries and corporateguarantees provided by the Company and a subsidiary of the Company.

RestatedAs at 31 December 2017

RestatedAs at 31 December 2017

As at 31 December 2018

As at 31 December 2018

On 26 March 2018, the Company has fully redeemed the $100 million 6.50 per cent notes issued under its $500million multicurrency medium term note programme.

5


1(c)

CONSOLIDATED STATEMENT OF CASH FLOWS

Restated1

Restated1

2018 2017 2018 2017

$'000 $'000 $'000 $'000

Operating activities

Profit before tax from continued operations 2,998 2,348 22,041 27,455

Loss before tax from discontinued operation (4,996) (37,706) (10,220) (39,927)

Profit before tax, total (1,998) (35,358) 11,821 (12,472)

Adjustments for:

(Reversal of)/allowance for expected credit losses on trade debts (1,195) 2,243 598 2,560

Amortisation of intangible assets 273 3,702 2,662 5,085

Amortisation of upfront fees 186 40 550 129

Bad debts written off 8 - 52 35

Depreciation of property, plant and equipment 4,138 3,597 14,836 13,739

Finance costs 6,153 2,745 18,400 10,332

Fair value changes on purchase consideration (4,500) 140 (7,878) 970

Reversal of overprovision of contingent purchase consideration - (9,481) - (9,481)

Loss on disposal of other investment - - 144 -

Gain on disposal of subsidiaries (417) - (2,505) -

Impairment loss on available-for-sale financial assets - 143 - 143

Impairment loss on goodwill and intangible assets 8,267 34,343 8,267 34,343

Impairment loss on development and investment properties 1,984 - 1,984 -

Interest income (828) (743) (3,127) (2,781)

Loss/(gain) on disposal of property, plant and equipment 40 (2) 166 (32)

Property, plant and equipment written off 358 1,399 371 1,399

Provision for/(reversal of) allowance for onerous contracts/foreseeable losses 151 (407) 545 (436)

Share of results of associates (272) (562) (1,002) (2,252)

Transaction costs on corporate exercise 501 6,597 1,494 6,640

Employee share-based expenses 47 64 219 409

Unrealised loss/(gain) on foreign exchange 239 (83) 245 (78)

Operating cash flows before changes in working capital 13,135 8,377 47,842 48,252

Changes in working capital:

Inventories (429) (299) (537) (720)

Contract assets 4,695 6,261 5,023 3,877

Trade and other receivables (6,546) (2,455) (8,904) (2,227)

Trade and other payables 5,286 6,500 5,364 6,037

Contract liabilities (873) (430) (495) 1,902

Cash flows from operations 15,268 17,954 48,293 57,121

Interest received 831 774 3,285 2,781

Tax paid (3,664) (1,211) (11,074) (7,734)

Net cash flows from operating activities 12,435 17,517 40,504 52,168

Investing activities

Acquisition of subsidiary, net of cash received - 1,077 - 1,954

Acquisition of warrants2 - - (25,000) -

Additions to other investment - - (405) -

Additions to intangible assets (49) (298) (193) (472)

Additions to property, plant and equipment (4,576) (10,075) (24,139) (24,205)

Dividend received from associate 651 - 2,200 2,873

Expenditure on investment property (1) - (41) (3)

Investment in associate - - - (70)

Net cash (outflow)/inflow on disposal of subsidiaries (40) - 3,187 (907)

Payments made for acquisition expenses arising from acquisition of the Healthcare Business - (3,404) (3,178) (3,404)

Proceeds from disposal of other investment - - 275 -

Proceeds from disposal of property, plant and equipment 1 49 10 276

Net cash flows used in investing activities (4,014) (12,651) (47,284) (23,958)


2 This relates to the consideration paid for the warrants purchased, as part of the acquisition of Sasteria Pte Ltd

A statement of cash flows (for the group), together with a comparative statement for the corresponding period of

the immediately preceding financial year.

Group Group


6


CONSOLIDATED STATEMENT OF CASH FLOWS (CONT'D)

Restated1

Restated1

2018 2017 2018 2017

$'000 $'000 $'000 $'000

Financing activities

Changes in pledged deposits 88 (345) (1,130) (710)

Dividends paid to non-controlling interests of subsidiaries (706) (621) (1,177) (1,034)

Expenses arising from issuance of ordinary shares - - (160) (60)

Interest paid (5,485) (1,106) (19,211) (10,332)

Proceeds from exercise of employee share options - 47 29 638

Proceeds from interest-bearing loans and borrowings 2,850 2,054 492,486 3,707

Proceeds from exercise of warrants 7 - 102 12

Repayment of interest-bearing loans and borrowings (2,416) (7) (105,501) (27)

Repayment of shareholder loan - (7,750) (355,250) (29,751)

Net cash flows (used in)/ generated from financing activities (5,662) (7,728) 10,188 (37,557)

Net increase/(decrease) in cash and cash equivalents 2,759 (2,862) 3,408 (9,347)

Cash and cash equivalents at beginning of the period 136,226 136,879 135,541 143,770

Effect of exchange rate changes on cash and cash equivalents (74) 1,524 (38) 1,118

Cash and cash equivalents at end of period 138,911 135,541 138,911 135,541

Note:

Continuing operations

Cash on hand and at banks 49,489 46,003 49,489 46,003

Short-term deposits 72,256 94,988 72,256 94,988

Cash and cash equivalents from continuing operations 121,745 140,991 121,745 140,991

Discontinued operation

Cash on hand and at banks 20,787 - 20,787 -

Short-term deposits 2,959 - 2,959 -

Cash and cash equivalents from discontinued operation 23,746 - 23,746 -

Total cash and cash equivalents 145,491 140,991 145,491 140,991

Less: Pledged deposits (6,580) (5,450) (6,580) (5,450)

Cash and cash equivalents at end of period 138,911 135,541 138,911 135,541



Group Group

7


1(d) (i)

Group

Share capitalAccumulated

losses

Merger

reserve

Foreign

currency

translation

reserve

Assets

revaluation

reserve

Warrant

reserve

Fair value

reserve

Statutory

reserve

Discount/

(premium)

paid on

acquisition

of non-

controlling

interests

Reserve of

disposal

group

classified as

held for

distribution

Total

Non-

controlling

interests

Total equity

$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000

At 1 January 2018 788,267 (185,197) 100 (86,390) 89,462 15,426 405 197 2,791 - 625,061 115,627 740,688

Effects of adoption of SFRS(I) - 85,537 - - (89,462) - - - - - (3,925) - (3,925)

At 1 January 2018 (restated) 788,267 (99,660) 100 (86,390) - 15,426 405 197 2,791 - 621,136 115,627 736,763

Profit for the period - 6,623 - - - - - - - - 6,623 1,742 8,365

Other comprehensive income

Foreign currency translation - - - 1,034 - - - - - - 1,034 226 1,260

- - - - - - (786) - - - (786) - (786)

Other comprehensive income for ther period, net of tax - - - 1,034 - - (786) - - - 248 226 474

Total comprehensive income for the period - 6,623 - 1,034 - - (786) - - - 6,871 1,968 8,839

Contributions by and distributions to owners

Shares issued for acquisition of a subsidiary 1,984,000 - - - - - - - - - 1,984,000 - 1,984,000

Shares issued on conversion of warrants 95 - - - - - - - - - 95 - 95

Share issuance expenses (160) - - - - - - - - - (160) - (160)

Grant of equity-settled share options to employees - - - - - - - - - - - 172 172

Acquisition of subsidiary under common control - - (1,842,469) - - - - - - - (1,842,469) - (1,842,469)

Dividends paid to non-controlling interests of a subsidiary - - - - - - - - - - - (471) (471)

Total contributions by and distributions to owners 1,983,935 - (1,842,469) - - - - - - - 141,466 (299) 141,167

Changes in ownership interests in subsidiaries

Acquisition of non-controlling interests without a change in control - - - - - - - - (49,377) - (49,377) (44,824) (94,201)

- - - - - - - - - - - 29 29

Total changes in ownership interests in subsidiaries - - - - - - - - (49,377) - (49,377) (44,795) (94,172)

Total transactions with owners, recorded directly in equity 1,983,935 - (1,842,469) - - - - - (49,377) - 92,089 (45,094) 46,995

Others

Reserve attributable to disposal group classified as held for sale - - - 1,648 - - - (197) - (1,450) 1 - 1

Total others - - - 1,648 - - - (197) - (1,450) 1 - 1

At 30 September 2018 2,772,202 (93,037) (1,842,369) (83,708) - 15,426 (381) - (46,586) (1,450) 720,097 72,501 792,598

A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues anddistributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year.

Attributable to owners of the Company



Dilution of equity interests in a subsidiary due to the

exercise of employee share options

8


1(d) (i)

Group


losses

Merger

reserve

Foreign

currency

translation

reserve

Assets

revaluation

reserve

Warrant

reserve

Fair value

reserve

Statutory

reserve

Discount/

(premium)

paid on

acquisition

of non-

controlling

interests

Reserve of

disposal

group

classified as

held for

distribution

Total

Non-

controlling

interests

Total equity

$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000



At 1 October 2018 2,772,202 (93,037) (1,842,369) (83,708) - 15,426 (381) - (46,586) (1,450) 720,097 72,501 792,598

Loss for the period - (4,462) - - - - - - - - (4,462) 157 (4,305)


Foreign currency translation - - - (1,511) - - - - - - (1,511) (57) (1,568)

- - - - - - (92) - - - (92) - (92)

Other comprehensive loss for ther period, net of tax - - - (1,511) - - (92) - - - (1,603) (57) (1,660)

Total comprehensive loss for the period - (4,462) - (1,511) - - (92) - - - (6,065) 100 (5,965)


Shares issued on conversion of warrants 7 - - - - - - - - - 7 - 7



Total contributions by and distributions to owners 7 - - - - - - - - - 7 (659) (652)


Disposal of subsidiaries - - - - - - - - - - - (1,847) (1,847)

Total changes in ownership interests in subsidiaries - - - - - - - - - - - (1,847) (1,847)

Total transactions with owners, recorded directly in equity 7 - - - - - - - - - 7 (2,506) (2,499)

Others

Reserve attributable to disposal group classified as held for sale - - - (648) - - 473 - - 174 (1) - (1)

Total others - - - (648) - - 473 - - 174 (1) - (1)

At 31 December 2018 2,772,209 (97,499) (1,842,369) (85,867) - 15,426 - - (46,586) (1,276) 714,038 70,095 784,133



9


1(d) (i)

Group


losses

Merger

reserve

Foreign

currency

translation

reserve

Assets

revaluation

reserve

Warrant

reserve

Fair value

reserve

Statutory

reserve

Discount/

(premium)

paid on

acquisition

of non-

controlling

interests

Reserve of

disposal

group

classified as

held for

distribution

Total

Non-

controlling

interests

Total equity

$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000



At 1 January 2017 (previously reported) 782,967 (306,108) - (72,159) - - 363 197 - - 405,260 2,140 407,400

Acquisition of subsidiary under common control - 143,244 100 (24,298) 84,231 15,426 - - 2,971 - 221,674 107,384 329,058

Effects of adoption of SFRS(I) - 85,537 - - (84,231) - - - - - 1,306 - 1,306

At 1 January 2017 (restated) 782,967 (77,327) 100 (96,457) - 15,426 363 197 2,971 - 628,240 109,524 737,764

Profit for the period - 15,375 - - - - - - - - 15,375 3,178 18,553


Foreign currency translation - - - 451 - - - - - - 451 (162) 289

Net change in fair value of available-for-sale financial assets - - - - - - (604) - - - (604) - (604)

Other comprehensive loss for ther period, net of tax - - - 451 - - (604) - - - (153) (162) (315)

Total comprehensive income for the period - 15,375 - 451 - - (604) - - - 15,222 3,016 18,238


Shares issued for acquisition of a subsidiary 5,360 - - - - - - - - - 5,360 - 5,360

Share issuance expenses (60) - - - - - - - - - (60) - (60)


Exercise of warrants in a subsidiary - - - - - - - - - - - 12 12


Total contributions by and distributions to owners 5,300 - - - - - - - - - 5,300 (56) 5,244


Acquisition of non-controlling interests without a change in control - - - - - - - - - - - (40) (40)

- - - - - - - - (224) - (224) 815 591

Total changes in ownership interests in subsidiaries - - - - - - - - (224) - (224) 775 551

Total transactions with owners, recorded directly in equity 5,300 - - - - - - - (224) - 5,076 719 5,795

At 30 September 2017 788,267 (61,952) 100 (96,006) - 15,426 (241) 197 2,747 - 648,538 113,259 761,797



10


1(d) (i)

Group


losses

Merger

reserve

Foreign

currency

translation

reserve

Assets

revaluation

reserve

Warrant

reserve

Fair value

reserve

Statutory

reserve

Discount/

(premium)

paid on

acquisition

of non-

controlling

interests

Reserve of

disposal

group

classified as

held for

distribution

Total

Non-

controlling

interests

Total equity

$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000



At 1 October 2017 788,267 (61,952) 100 (96,006) - 15,426 (241) 197 2,747 - 648,538 113,259 761,797

Loss for the period - (37,708) - - - - - - - - (37,708) (142) (37,850)


Foreign currency translation - - - 9,616 - - - - - - 9,616 3,044 12,660

Net change in fair value of available-for-sale financial assets - - - - - - 503 - - - 503 - 503

- - - - - - 143 - - - 143 - 143

Other comprehensive income for ther period, net of tax - - - 9,616 - - 646 - - - 10,262 3,044 13,306

Total comprehensive income for the period - (37,708) - 9,616 - - 646 - - - (27,446) 2,902 (24,544)




Total contributions by and distributions to owners - - - - - - - - - - - (557) (557)


Acquisition of non-controlling interests without a change in control - - - - - - - - - - - 20 20

- - - - - - - - 44 - 44 3 47

Total changes in ownership interests in subsidiaries - - - - - - - - 44 - 44 23 67

Total transactions with owners, recorded directly in equity - - - - - - - - 44 - 44 (534) (490)

At 31 December 2017 (restated) 788,267 (99,660) 100 (86,390) - 15,426 405 197 2,791 - 621,136 115,627 736,763




reclassified to profit or loss

11


STATEMENT OF CHANGES IN EQUITY

Company


lossesTotal equity

$'000 $'000 $'000

At 1 January 2018 788,267 (419,572) 368,695

- 138,378 138,378


Shares issued for acquisition of a subsidiary 1,984,000 - 1,984,000

Shares issued on conversion of warrants 95 - 95

Share issuance expenses (160) - (160)

Total contributions by and distributions to owners 1,983,935 - 1,983,935

At 30 September 2018 2,772,202 (281,194) 2,491,008

At 1 October 2018 2,772,202 (281,194) 2,491,008

- (1,007) (1,007)


Shares issued on conversion of warrants 7 - 7

Total contributions by and distributions to owners 7 - 7

At 31 December 2018 2,772,209 (282,201) 2,490,008

Loss for the period, representing total comprehensive income for the period

Profit for the period, representing total comprehensive income for the period

12


STATEMENT OF CHANGES IN EQUITY

Company


lossesTotal equity

$'000 $'000 $'000

At 1 January 2017 782,967 (360,848) 422,119

- 9,016 9,016


Shares issued for acquisition of a subsidiary 5,360 - 5,360

Share issuance expenses (60) - (60)

Total contributions by and distributions to owners 5,300 - 5,300

At 30 September 2017 788,267 (351,832) 436,435

At 1 October 2017 788,267 (351,832) 436,435

- (67,740) (67,740)

At 31 December 2017 (restated) 788,267 (419,572) 368,695

Loss for the period, representing total comprehensive income for the period

Profit for the period, representing total comprehensive income for the period

13


1(d) (ii)

No. of issued

shares

Amount

$'000

No. of issued

shares

Amount

$'000

Balance as at 1 Oct 26,072,800,745 2,772,202 4,738,417,411 788,267

Conversion of warrants 80,000 7 - -

Balance as at 31 Dec 26,072,880,745 2,772,209 4,738,417,411 788,267

1(d) (iii)

As at

31 Dec 2018

As at

31 Dec 2017

Number of issued shares 26,072,880,745 4,738,417,411

Number of treasury shares Nil Nil

1(d) (iv)

1(d) (v)

2.

To show the total number of issued shares excluding treasury shares as at the end of current financial

period and as at end of the immediately preceding year.

A statement showing all sales, transfers, cancellation and/or use of treasury shares as at the end of the

current financial period reported on.

There was no sale, transfer, disposal, cancellation and/or use of treasury shares as at the end of the current financialperiod reported on.

Where the figures have been audited or reviewed and in accordance with which auditing standard or

practice.

A statement showing all sales, transfers, cancellation and/or use of subsidiary holdings as at the end of the

current financial period reported on.

There was no sale, transfer, disposal, cancellation and/or use of subsidiary holdings as at the end of the currentfinancial period reported on.

Details of any changes in the company's share capital arising from rights issue, bonus issues, share buy-

backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares

for cash or as consideration for acquisition or for any other purpose since the end of the previous period

reported on. State also the number of shares that may be issued on conversion of all the outstanding

convertibles, as well as the number of shares held as treasury shares, if any, against the total number of

issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported

on and as at the end of the corresponding period of the immediately preceding financial year.

31 December 2018 31 December 2017

Pursuant to the VSA, 9,476,834,822 Bonus Warrants have been issued and allotted to the shareholders on 25 April2018, which will expire on 24 April 2019. Each Bonus Warrant entitles the Bonus Warrant holder to subscribe for one(1) new ordinary share in the share capital of the Company at an exercise price of $0.09 which has been adjusted to$0.08 with effect from 23 January 2019, in cash during the exercise period. During the year ended 31 December2018, 1,130,000 Bonus Warrants have been exercised and 1,130,000 new ordinary shares were issued. At 31December 2018 there were 9,475,704,822 Bonus Warrants outstanding.

Additionally, pursuant to the Bonus Warrants, 9,476,834,822 Piggyback Warrants will be issued and allotted to theshareholders on the basis of one (1) Piggyback Warrant for every one (1) Bonus Warrant exercised. Each PiggybackWarrant entitles the Piggyback Warrant holder to subscribe for one (1) new ordinary share in the share capital of theCompany at the exercise price of $0.12, which has been adjusted to $0.11 with effect from 23 January 2019, in cash.

The piggybank warrants will expire on 24 April 2022. During the year ended 31 December 2018, 1,130,000Piggyback Warrants have been issued and allotted to the shareholders.

The figures have neither been audited nor reviewed by the Company’s auditors.

14


3.

4.

5.

Changes in accounting policies

(a) Application of SFRS(I) 1 First Time Adoption of SFRS(I)

(b) Adoption of SFRS(I) 9 Financial Instruments

Divestment of Real Estate Business

On 31 January 2019, the Company has completed the divestment of the Real Estate Business.

Prior to the VSA, the Company’s main business was in real estate, principally design, engineering and hospitality(the “Real Estate Business”). As stated in the shareholders’ circular on the VSA, following the transaction, theCompany will focus on the development and growth of its healthcare business. Consequently, the Company intendsto divest the Real Estate Business (save for Vantage Bay Healthcare City). This will allow the Group to focus on itsown growth plans and strategies. Post divestment, the Group will maintain its strategic alliance with the Real EstateBusiness.

Accordingly, the comparative financial information of the Group has been restated to reflect the combination as if theCompany and Sasteria had always been combined since the date the Company and Sasteria had come undercommon control.

The proposed divestment of the Real Estate Business has been presented as “discontinued operation” inaccordance with SFRS(I) 5, "Non-current assets held for sale and discontinued operations" . Accordingly, the resultsof the Real Estate Business has been presented separately in the consolidated income statement. The assets and

liabilities together with the related reserves in the Statement of Financial Position have been presented separately as“disposal group classified as held for distribution”.

The Group has elected to apply the short-term exemption under SFRS(I) 1 to adopt SFRS(I) 9 on 1 January 2018.Accordingly, requirements of FRS 39, Financial Instruments: Recognition and Measurement will continue to apply tofinancial instruments up to the financial year ended 31 December 2017. There is no significant impact on thefinancial performance or position of the Group resulting from the adoption of SFRS(I) 9.

Basis of preparation of the acquisition of Sasteria Pte. Ltd. and its subsidiaries (“Sasteria” or collectively “Sasteria Group”)

The acquisition of the entire issued and paid-up share capital of Sasteria has been accounted for using the poolingof interest method of accounting since both the Company and Sasteria were under common control.

Prior to the adoption of SFRS(I), the Group measured its freehold land and buildings and improvements (the"Assets") classified under property, plant and equipment at fair value. Upon adoption of SFRS(I), the Group haschanged its measurement basis of the Assets to cost, and has elected the optional exemption under SFRS(I) to usethe fair value of the Assets as at the date of transition as the deemed cost of the Assets. An amount of $84,231,000

recorded in asset revaluation reserve relating to the Assets has been transferred to accumulated losses directly.Subsequent to the date of transition, the Assets shall be carried at cost less any accumulated depreciation andimpairment losses.

Where the figures have been audited or reviewed, the auditors’ report (including any qualifications or

emphasis of a matter).

If there are any changes in the accounting policies and methods of computation, including any required by

an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.

The Group has adopted the new SFRS(I) and Interpretations to SFRS(I)s (“SFRS(I) INT”) that are relevant to itsoperations and effective for annual periods beginning on or after 1 January 2018. The adoption of these new/revisedSFRS(I) and SFRS(I) INT did not result in any significant impact on the financial performance or position of theGroup except for the following: -

Whether the same accounting policies and methods of computation as in the issuer’s most recently audited

annual financial statements have been applied.

Not applicable.

Except as disclosed in Note 5 below, the Group has applied the same accounting policies and methods ofcomputation in the financial statements for the current financial period compared with those of the audited financialstatements as at 31 December 2017.

15


6.

2018Restated

20172018

Restated

2017

(a) Basic* (0.017) (0.145) 0.008 (0.086)

(b) Diluted** (0.017) (0.145) 0.008 (0.086)

(a) Basic* (0.001) (0.005) 0.042 0.062

(b) Diluted** (0.001) (0.005) 0.042 0.062

Weighted average number ofordinary shares on issue as at theend of the period***

26,072,817,267 26,071,750,745 26,072,423,046 26,040,509,029

Weighted average number ofordinary shares on issue afteradjusting for effects of dilutivewarrants as at the end of theperiod***

26,072,817,267 26,071,750,745 26,262,541,238 26,040,509,029

7.

31 Dec 2018 31 Dec 2017

2.74 2.40

9.55 7.78

Continuing operations

Earnings per ordinary share (“EPS”) of the group for the current financial period reported on and the

corresponding period of the immediately preceding financial year, after deducting any provision for

preference dividends :-

(a) Based on the weighted average number of ordinary shares on issue; and

(b) On a fully diluted basis (detailing any adjustments made to the earnings).

* Based on weighted average number of fully paid shares in issue

** The diluted earnings per share is the same as the basic earnings per share as there were no dilutive potential ordinary shares

*** The weighted average number of shares for the current and comparative periods have been adjusted for the issuance of the 21,333,333,334

shares for the acquisition of the entire issued and paid-up share capital of Sasteria, which is assumed to be in issue since the beginning of the

earliest period presented.

Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares

excluding treasury shares of the issuer at the end of the:-

(a) current financial period reported on; and

(b) immediately preceding financial year.


EPS based on net profit attributable to shareholders of the Company (cents):

As at

* Restated upon the acquisition of Sasteria Pte Ltd, as explained in Note 5. The number of shares have been adjusted for

the issuance of the 21,333,333,334 shares for the acquisition of the entire issued and paid-up share capital of Sasteria,

which is assumed to be in issue as at the end of the reporting period.

Net asset value per ordinary share of

Group (cents)

Company (cents)

*

16


8.

REVIEW OF THE GROUP’S PERFORMANCE

4Q2018 compared with 4Q2017

2018 compared with 2017

Net finance costs were higher by $3.1 million mainly due to additional bank borrowings taken as part of theacquisition of the Healthcare Business and an increase in borrowing rates in 4Q2018 compared to 4Q2017.

The discontinued operation reported a loss, net of tax of $10.6 million in 2018 compared to a loss of $40.4 million in2017. The loss was mainly attributed to lower impairment loss on goodwill of $7.9 million compared to last year of$34.3 million for the Real Estate Business and a total gain of $2.5 million arising from disposal of two subsidiaries inhospitality business during the year.

The Group registered a net profit after tax of $0.8 million compared to a net loss after tax of $0.1 million in 4Q2017.The improvement was mainly due to better operating results but offset by higher financing costs arising from bankborrowings taken for the acquisition of the Healthcare Business and impairment loss on investment and developmentproperties.

The Group recorded a 7.3% increase in its quarterly revenue from $52.3 million in 4Q2017 to $56.1 million in

4Q2018 attributable mainly to higher overall patient load and higher revenue intensity in both Hospital OperationsDivision and Specialised Services Division. The Group’s adjusted EBITDA decreased from $13.5 million to $13.0million during the quarter mainly due to higher operating expenses as a result of higher manpower and wage costs,cost inflation in general and costs associated with the opening of new medical centres and clinics.

A review of the performance of the group, to the extent necessary for a reasonable understanding of the

group’s business. It must include a discussion of the following:-

(a) any significant factors that affected the turnover, costs, and earnings of the group for the current

financial period reported on, including (where applicable) seasonal or cyclical factors; and

(b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during

the current financial period reported on.

Net finance costs were higher by $7.9 million mainly due to additional bank borrowings taken as part of theacquisition of the Healthcare Business and an increase in borrowing rates in 2018 compared to 2017.

Revenue for 2018 increased by 7.5% or $15.0 million from $200.6 million in 2017 to $215.6 million. The increasewas mainly due to higher overall patient load and greater revenue intensity in both Hospital Operations Division andSpecialised Services Division. The Group’s adjusted EBITDA increased from $51.6 million to $51.7 million during theperiod. The increase was due to revenue growth offset by higher operating costs due to business expansion and costinflation in goods, services and wages.

The Group recorded a net profit after tax of $14.7 million, compared to $21.1 million profit in 2017. The decrease inthe net profit after tax, apart from the reasons as explained above, was mainly attributed to the impairment loss oninvestment and development properties of $2.0 million and higher tax expense as a result of higher non-deductible

expenses, lower utilisation of capital allowances and the absence of a one-off tax incentive utilised by a subsidiary in2017. The decrease in the net profit after tax was offset by the absence of one-off expenses incurred pursuant to theacquisition of the Healthcare Business in 2017.

The discontinued operation reported a loss, net of tax of $5.1 million in 4Q2018 compared to a loss of $37.8 millionin 4Q2017. The loss was mainly attributed to lower impairment loss on goodwill of $7.9 million for the Real EstateBusiness compared to a loss of $34.3 million last year, offset by a total gain on disposal of two subsidiaries in the

hospitality business of $2.5 million during the year.

17


REVIEW OF STATEMENT OF FINANCIAL POSITION

REVIEW OF STATEMENT OF CASH FLOWS

4Q2018

2018

As at 31 December 2018, the Group’s cash and cash equivalents amounted to $138.9 million.

9.

Not applicable.

10.

The Group’s net increase in cash and cash equivalents for 4Q2018 was $2.8 million. The Group generated net cashinflows from operating activities of $12.4 million in 4Q2018, which was a result of higher operating profits, interestincome received, net working capital inflows offset by income tax paid.

Net cash flows used in investing activities of $4.0 million was mainly due to purchase of equipment, which waspartially offset by dividend received from an associate during the quarter.

The decrease in non-current assets and increase in current assets as at 31 December 2018 compared to 31December 2017 was mainly due to the reclassification of non-current assets to current assets in the Real EstateBusiness division. These assets were presented separately as assets of disposal group classified as held fordistribution.

Non-current liabilities were $203.3 million higher as at 31 December 2018 compared to 31 December 2017, duemainly to additional bank borrowings taken as part of the acquisition of the Healthcare Business.

Current liabilities were $270.5 million lower as at 31 December 2018 compared to 31 December 2017 due mainly torepayment of amount due to a shareholder and redemption of Multicurrency Medium Note Programme of $100.0million, offset by additional bank borrowings.

The Group’s healthcare business continues to perform well with operations in Singapore and Malaysia bothregistering healthy year-on-year growth in revenue and total patient loads in spite of the challenging and competitiveenvironment.

Following the completion of the divestment of the Real Estate business in January 2019, the Group is now focusedon developing and growing its Healthcare business. The Group will leverage on and deepen its core specialities inwomen and children’s health and will also forge strategic partnerships with world-renown healthcare platforms todevelop key adjacencies within the areas of fertility, wellness and oncology. The development of these partnershipsand its respective healthcare platforms will be the key growth drivers to diversify the Group’s earning streams.

The expansion of the additional wing at Kota Damansara is on schedule while piling works have commenced for theThomson Iskandar Medical Hub project in Vantage Bay, Johor Bahru.

Based on the current economic outlook and barring any unforeseen circumstances, the Directors expect the Groupto continue to be profitable in 2019.

Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance

between it and the actual results.

A commentary at the date of the announcement of the significant trends and competitive conditions of the

industry in which the group operates and any known factors or events that may affect the group in the next

reporting period and the next 12 months.

The Group’s net increase in cash and cash equivalents for 2018 was $3.4 million. The Group generated net cash

inflows from operating activities of $40.5 million in 2018, which was a result of operating profits, interest incomereceived, net working capital inflows offset by income tax paid.

Net cash flows used in investing activities of $47.3 million was mainly due to purchase of equipment and payment ofwarrants as part of the acquisition of the Healthcare Business, which was partially offset by dividend received froman associate during the year.

Net cash flows generated from financing activities of $10.2 million mainly due to net increase in proceeds from bank borrowing and repayment of shareholder loan, offset by interest paid during the year.

Net cash flows used in financing activities of $5.7 million was mainly due to interest paid during the quarter.

18


11.

(a) Current Financial Period Reported On

Any dividend declared for the current financial period reported on?

Yes.

Name of Dividend Final Tax Exempt Dividend

Dividend Type Cash

Dividend Amount per Share (in cents) 0.025 cent per ordinary share

Tax rate Tax-exempt one-tier

(b) Corresponding Period of the immediately Preceding Financial Year

No.

(c) Date payable

28 May 2019

(d) Books closure date

12.

13.

14.

15 May 2019

Dividend

Not applicable.

There was no reportable IPT as required under Rule 920(1)(a)(ii) and no IPT general mandate has been

obtained during the reporting financial period.

Update on use of exercise proceeds from Warrants Issue.

As at 31 December 2018, the proceeds from Bonus Warrants Issue amounting to $101,700 had not been

utilised. The Company will continue to make periodic announcements on the material disbursement of any

proceeds arising from the exercise of the Bonus Warrants as and when such proceeds are materially

disbursed.

If the Group has obtained a general mandate from shareholders for IPTs, the aggregate value of such

transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to

that effect.

If no dividend has been declared/recommended, a statement to that effect.

Any dividend declared for the corresponding period of the immediately preceding financial

year?

19


15.

Business Segments

Hospital

operations

and ancillary

services

Specialised

and other

services

Investment

Real estate

business

(Discontinued

operation)

Inter-segment

eliminationsNotes Total

$'000 $'000 $'000 $'000 $'000 $'000

31 December 2018

Revenue:

External customers 134,073 81,396 141 95,960 (95,960) A 215,610

Inter-segment revenue 19 2,356 26 - (2,401) B -

Total revenue 134,092 83,752 167 95,960 (98,361) 215,610

Results:

Finance income 314 220 2,497 96 (96) A 3,031

Finance costs 1 29 18,143 777 (777) A 18,173

Depreciation and amortisation 9,468 1,626 434 5,970 (5,970) A 11,528

Impairment loss on non-financial assets - - 1,984 8,267 (8,267) A 1,984

Share of results of associates - - - 1,002 (1,002) A -

Segment profit/(loss) before tax 33,761 9,952 (21,672) (10,220) 10,220 A 22,041

Assets:

Investment in associates - - - 24,916 (24,916) A -

Additions to property, plant and equipment 20,426 1,770 - - - 22,196

Segment assets 880,619 29,325 368,698 210,406 18 B 1,489,066

Liabilities:

Segment liabilities 40,701 16,248 590,381 57,603 - 704,933

31 December 2017

Revenue:

External customers 128,874 71,623 82 93,454 (93,454) A 200,579

Inter-segment revenue 24 2,128 24 321 (2,497) B -

Total revenue 128,898 73,751 106 93,775 (95,951) 200,579

Results:

Finance income 219 187 2,285 90 (90) A 2,691

Finance costs 1 28 9,861 571 (571) A 9,890

Depreciation and amortisation 8,660 1,291 428 8,445 (8,445) A 10,379

Impairment loss on non-financial assets - - - 34,343 (34,343) A -

Share of results of associates - - - 2,252 (2,252) A -

Segment profit/(loss) before tax 37,510 8,992 (19,047) (39,927) 39,927 A 27,455

Assets:

Investment in associates - - - 27,321 - A 27,321

Additions to property, plant and equipment 8,237 2,020 16 14,139 44 B 24,456

Segment assets 860,506 27,507 386,451 234,396 17 B 1,508,877

Liabilities:

Segment liabilities 38,556 15,771 643,698 74,089 - 772,114

A

B Inter-segment revenues and assets are eliminated on consolidation.

Geographical Segments

2018 2017 2018 2017

S$'000 S$'000 S$'000 S$'000

Singapore 196,536 188,148 664,639 674,380

Malaysia 61,221 52,571 394,023 386,248

United Kingdom 16,084 17,396 38,088 66,197

China 13,726 10,414 286 289

Middle East 20,681 19,105 120 197

Others 3,322 6,857 71 53

Discontinued operation (95,960) (93,881) (111,707) -

215,610 200,610 985,520 1,127,364

Segment revenue and results for business or geographical segments (of the group) in the form presented in the issuer’s most recently audited

annual financial statements, with comparative information for the immediately preceding year

The amounts relating to the real estate segment has been excluded to arrive at amounts shown in profit or loss as they are presented separately in the

statement of comprehensive income within one line item, "loss from discontinued operation, net of tax".

Revenues Non-current assets*

*Non-current assets information presented above consist of property, plant and equipment, intangible assets, investment property and investment in

associates as presented in the statement of financial position.

20


16.

Please refer to item 8.

17.

31 December 2018 31 December 2017 Change

$'000 $'000 %

(a) Sales reported for first half year 105,501 97,612 8

(b)Operating profit after tax before deducting non-

controlling interests reported for first half year6,869 9,915 (31)

(c) Sales reported for second half year 110,109 102,967 7

(d) Operating profit after tax before deducting non-

controlling interests reported for second half

year

7,831 11,209 (30)

18.

31 December 2018 31 December 2017

$'000 $'000

Ordinary* 6,518 -

Preference - -

Total 6,518 -

*The proposed final ordinary dividend for the financial year 2018 is based on estimated number of shares outstanding as at 31 December

2018.

In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the

business or geographical segments

A breakdown of sales

Group

A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year.

21


19.

Name Age Family relationship

with any director

and/or substantial

shareholder

Current position and

duties, and the year

the position was held

Details of

changes in

duties and

position held, if

any, during the

year

Tan Wee Tuck 50 Nephew of substantial shareholder,Mr Lim Eng Hock

Executive Director and Chief Executive Officer, oversees the Real Estate Business and to chart and implement the board approved corporate direction and strategy.

N.A

20.

BY ORDER OF THE BOARD

Quek Hong Sheng Roy

Executive Director and

Chief Executive Officer

27 February 2019

Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a

relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(11) in

the format below. If there are no such persons, the issuer must make an appropriate negative statement.

Pursuant to Rule 704(13) of the Listing Manual of the Singapore Exchange Securities Trading Limited, Thomson MedicalGroup Ltd. (the “Company”) furnish below a list of person occupying a managerial position in the Company or in any of itssubsidiaries who is related to a director or chief executive officer or substantial shareholder of the Company during thefinancial year ended 31 December 2018.

Confirmation that the issuer has procured undertakings from all its directors and executive officers (in the formet

set out in appendix 7.7) under rule 720(1).

The Company confirms that it has procured undertakings from all its directors and executive officers in the format set out inAppendix 7.7 under Rule 720(1) of the Listing Manual.

22


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